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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 6, 2000
PALM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-29597 94-3150688
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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5470 Great America Parkway
Santa Clara, CA
95052
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 326-9000
_________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events
On November 6, 2000, Palm, Inc. (the "Company") issued a dividend of one
right to purchase one one-thousandth of a share of the Company's Series A
Participating Preferred Stock (the "Series A Preferred") for each outstanding
share of common stock to stockholders of record on that date (the "Record Date")
in connection with a Preferred Stock Rights Agreement (the "Rights Agreement")
entered into between the Company and Fleet National Bank (the "Rights Agent").
Each Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of the Series A Preferred at a purchase price of $370.00,
subject to adjustment (the "Purchase Price").
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit 4.1
to this report.
Rights Evidenced by Common Stock Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
stockholders until after the Distribution Date and the Rights will attach to and
trade together with the common stock of the Company. Accordingly, common stock
certificates outstanding on the Record Date will evidence the Rights related
thereto, and common stock certificates issued after the Record Date will contain
a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for common stock outstanding as of the
Record Date, even without notation or a copy of the Summary of Rights being
attached thereto, also will constitute the transfer of the Rights associated
with the common stock represented by such certificate.
Distribution Date
The Rights will separate from the common stock, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of (i) the
tenth business day (or such later date as may be determined by the Company's
Board of Directors) after a person or group of affiliated or associated persons
(any and collectively, an "Acquiring Person") has acquired or obtained the right
to acquire beneficial ownership of 15% or more (the "Threshold Amount") of the
common stock then outstanding, or (ii) the tenth business day (or such later
date as may be determined by the Company's Board of Directors) after an
Acquiring Person announces a tender or exchange offer, the consummation of which
would result in ownership by such Acquiring Person of 15% or more of the common
stock then outstanding. The earlier of such dates is referred to as the
"Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
The Company began mailing a summary of the Rights to holders of record of
the common stock as of the close of business on the Record Date and this summary
together with certificates for
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common stock outstanding as of the Record Date will evidence the Rights from and
after the Record Date until the Distribution Date. After the Distribution Date,
the Company shall cause to be mailed to each holder of record on the
Distribution Date a Rights Certificate evidencing one Right for each share of
common stock held by the record holder and all common stock issued after the
Distribution Date will be issued with a separate Rights Certificate, except as
discussed below. The Rights will expire on the earlier of (i) November 6, 2010
(the "Final Expiration Date") or (ii) redemption or exchange of the Rights as
described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth of a share of
Series A Preferred. In the event that the Company does not have sufficient
Series A Preferred available for all Rights to be exercised, or the Board
decides that such action is necessary and not contrary to the interests of
Rights holders, the Company may instead substitute cash, assets or other
securities for the Series A Preferred for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy Company Common Stock
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 15% or more of the Company's common stock then outstanding, then
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, common stock
having a value equal to two times the Purchase Price.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person obtains the Threshold Amount, (i) the Company is
acquired in a merger or other business combination transaction, or (ii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), proper provision must be
made so that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
shares of common stock of the acquiring company having a value equal to two
times the Purchase Price.
Exchange Provision
At any time after an Acquiring Person obtains 15% or more of the Company's
outstanding shares and prior to the acquisition by such Acquiring Person of 50%
or more of the Company's outstanding common stock, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by the Acquiring
Person), in whole or in part, at an exchange ratio of one share of common stock
per Right.
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Redemption
At any time on or prior to the Close of Business on the earlier of (i) the
fifth day following the attainment of the Threshold Amount by an Acquiring
Person (or such later date as may be determined by action of the Company's Board
of Directors and publicly announced by the Company), or (ii) the Final
Expiration Date, the Company may redeem the Rights in whole, but not in part, at
a price of $0.001 per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of Series
A Preferred or common stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time in connection
with the dilutive issuances by the Company as set forth in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional shares of common stock will be issued upon exercise of a
Right and, in lieu thereof, an adjustment in cash will be made based on the
market price of the common stock on the last trading date prior to the date of
exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of common stock), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
ambiguities or to make changes which do not adversely affect the interests of
Rights holders (other than the Acquiring Person).
Rights and Preferences of the Series A Preferred
Each one one-thousandth of a share of Series A Preferred has rights and
preferences substantially equivalent to those of one share of common stock.
No Voting Rights
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The Rights will not entitle the holder thereof the right to vote.
Certain Anti-Takeover Effects
The Rights approved by the Board are designed to protect and maximize the
value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquirer to take over the Company in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the Company.
The Rights have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the open market of 15% or greater
position to be followed by a merger or a partial or two-tier tender offer that
does not treat all stockholders equally. These tactics unfairly pressure
stockholders, squeeze them out of their investment without giving them any real
choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and will
not do so. Subject to the restrictions described above, the Rights may be
redeemed by the Company at $0.001 per Right at any time prior to the
Distribution Date. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Board of Directors.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
Issuance of the Rights does not in any way weaken the financial strength
of the Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description of Exhibits
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3.1 Certificate of Designation of Rights, Preferences and Privileges
of Series A Participating Preferred Stock of Palm, Inc.
4.1 Preferred Stock Rights Agreement between Palm, Inc. and Fleet
National Bank dated as of September 25, 2000.
4.2 Specimen common stock certificate of Palm, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PALM, INC.
Date: November 22, 2000 By: /s/ Stephen Yu
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Stephen Yu
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibits
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3.1 Certificate of Designation of Rights, Preferences and Privileges
of Series A Participating Preferred Stock of Palm, Inc.
4.1 Preferred Stock Rights Agreement between Palm, Inc. and Fleet
National Bank dated as of September 25, 2000.
4.2 Specimen common stock certificate of Palm, Inc.
